Common use of CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE Clause in Contracts

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default has occurred and is continuing; and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. Section 5.01. Consolidations and Mergers of the Corporation and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. (a) The Company will notCorporation may consolidate with, in a single transaction or a series sell, lease or convey all or substantially all of related transactionsits assets to, consolidate with or merge with or into any other Personcorporation, or sellprovided that, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless:in any such case, (i) either (a) the Company Corporation shall be the continuing corporation, or the successor corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State America or a state thereof or the District of Columbia (the “Successor Company”), and such Successor Company successor corporation shall expressly assume, by an indenture supplemental to this Indenture Supplemental Agreement (as defined in a form reasonably Section 6.01(a)) satisfactory to the Trustee, Warrant Agent and executed and delivered to the TrusteeWarrant Agent by such corporation, all the obligations due and punctual payment of the Company under Cash Settlement Value [or Cancellation Amount, as the Notes case may be,] with respect to all unexercised Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture; Agreement to be performed by the Corporation, and (ii) the Corporation or such successor corporation, as the case may be, shall not, immediately after giving effect to such transactionmerger or consolidation, no Event or such sale, lease or conveyance, be in default in the performance of Default has occurred and is continuing; and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion such covenant or condition. In case of Counsel, each stating that any such consolidation, merger, sale, lease or conveyance and upon such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as such, and the predecessor Corporation, except in the event of a lease, shall be relieved of any further obligation hereunder or under the Warrants. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Corporation, new Global Warrant Certificates or Definitive Warrant Certificates, as the case may be, representing Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates and Definitive Warrant Certificates theretofore issued; and upon the order of such successor corporation, instead of the Corporation, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Warrant Agent shall countersign and shall deliver the new Global Warrant Certificates or Definitive Warrant Certificates, as the case may be, that such successor corporation shall have caused to be signed and delivered to the Warrant Agent for countersignature. Such Global Warrant Certificates or Definitive Warrant Certificates, as the case may be, shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of issue of the Warrant Certificates for which they are exchanged. In case of any such consolidation, merger, sale, lease or conveyance, transfer or lease and, if a supplemental indenture is required such changes in connection with such transaction, such supplemental indenture, comply with this Section 1.10 phraseology and that all conditions precedent herein provided for relating to such transaction have been satisfiedform (but not in substance) may be made in the new Warrant Certificates as may be appropriate. (b) In The Warrant Agent may receive a written opinion of counsel (who may be an employee of the event Corporation or other counsel acceptable to the Warrant Agent) (an "Opinion of Counsel") as conclusive evidence that any transaction described in such consolidation, merger, sale, lease or conveyance, and complying any such assumption, complies with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and provisions of this Indenture.Article V.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) Section 8.1 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company will notmay consolidate with, in a single transaction or a series sell, lease, transfer, convey or otherwise dispose of related transactionsall or substantially all of its assets to, consolidate with or merge with or into any other Person, or sellprovided that in any such case, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i1) either (a) the Company shall be the continuing corporation corporation, or (b) the resulting, surviving or transferee Person (if other than the Company) shall be formed by such consolidation or into which the Company is merged or the Person which acquires or leases the Company's assets substantially as an entirety is a corporation or corporation, partnership, limited liability company or trust organized and existing under the laws of the any United States jurisdiction and expressly assumes the due and punctual payment of Americathe principal of (and premium, if any) and any State thereof or the District of Columbia interest (the “Successor Company”)including all Additional Amounts, and such Successor Company shall expressly assumeif any, by an indenture supplemental payable pursuant to this Indenture on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company and shall have provided for conversion rights, if applicable, in a form reasonably accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with Article 9 hereof, satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes Trustee by such corporation and this Indenture; (ii2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default has Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and is be continuing; and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND ----------------------------------------------------------- CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company will not, in a single --------------------------------------------------- any transaction or a series of related transactions, consolidate with with, or sell, lease, assign, transfer or otherwise convey all or substantially all of its assets to, or merge with or into into, any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: Person unless (i) either (a) the Company shall be the continuing corporation corporation, or (b) the resulting, surviving or transferee successor Person (if other than the Company) formed by or resulting from any such consolidation or merger or which shall be have received the transfer of such assets is a corporation or limited liability company organized and existing under the laws of the United States of America, any America or a State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an supplemental indenture executed by such successor corporation and delivered by it to the Trustee (which supplemental to this Indenture in a form indenture shall comply with Article Nine hereof and shall be reasonably satisfactory to the Trustee), executed the due and delivered to punctual payment of the Trusteeprincipal of (and premium, if any) and interest, if any, on and all Additional Amounts, if any, payable in respect of, all the obligations of the Company under Outstanding Debt Securities, according to their tenor, and the Notes due and punctual performance and observance of all of the other covenants and conditions contained in this Indenture; Indenture and the Debt Securities to be performed or observed by the Company; (ii) immediately after giving effect to such transaction and treating any Debt (including Acquired Debt) which becomes an obligation of the Company or any of its Subsidiaries as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default has Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and is shall be continuing; and and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any the Officers’ ' Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is Counsel required in connection with such transaction, such supplemental indenture, comply with this pursuant to Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) 803 below. In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which that the Company is not the continuing corporation, then, for purposes of clause (ii) of the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power ofpreceding sentence, the Company, and the Company successor corporation shall be discharged from its obligations, under deemed to be the Notes and this Indenture"Company" referred to in such clause (ii).

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (iiv) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (iiv) immediately after giving effect to such transaction, no Event of Default has occurred and is continuing; and (iiivi) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 1.09 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default has occurred and is continuing; and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 1.09 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a1.09(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (iviii) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (iiix) immediately after giving effect to such transaction, no Event of Default has occurred and is continuing; and (iiix) if so requested by the Trustee, the Company shall have delivered to the Trustee any an Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) SECTION 8.01. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company will notmay consolidate with, in a single transaction or a series sell, lease or convey all or substantially all of related transactionsits assets to, consolidate with or merge with or into any other Personentity, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i) either provided that in any such case (a) either the Company shall be the continuing corporation entity, or (b) the resulting, surviving or transferee Person successor entity (if other than the Company) formed by or resulting from any such consolidation or merger or which shall have received the transfer of such assets shall be a corporation or limited liability company an entity organized and existing under the laws of the United States or a state thereof and such successor entity shall expressly assume the due and punctual payment of Americathe principal of (and premium, if any) and any State thereof or interest (including all Additional Amounts, if any, payable pursuant to Section 10.10) on all of the District of Columbia (the “Successor Company”)Securities, according to their tenor, and such Successor Company shall expressly assume, by an indenture supplemental to the due and punctual performance and observance of all of the covenants and conditions of this Indenture in a form reasonably to be performed by the Company by supplemental indenture, complying with Article IX, satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes Trustee by such entity and this Indenture; (iib) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of such successor entity, the Company or any Subsidiary as a result thereof as having been incurred by such successor entity, the Company or such Subsidiary at the time of such transaction, no Event of Default has Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and is be continuing; and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) Consolidations and Mergers of Company and Sales, Leases ------------------------------------------------------- and Conveyances Permitted Subject to Certain Conditions. The Company will notmay ------------------------------------------------------- consolidate with, in a single transaction or a series sell, lease, transfer, convey or otherwise dispose of related transactionsall or substantially all of its assets to, consolidate with or merge with or into any other Person, or sellprovided however, conveythat in any such case, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i1) either (a) the Company shall be the continuing corporation corporation, or (b) the resulting, surviving or transferee Person (if other than the Company) shall be formed by such consolidation or into which the Company is merged or the Person (if other than a Subsidiary of the Company) that acquires or leases the Company's assets substantially as an entirety is a corporation or limited liability company organized and existing under the laws of the any United States jurisdiction and expressly assumes the due and punctual payment of Americathe principal of (and premium, if any) and any State thereof or the District of Columbia (the “Successor Company”)interest payable pursuant to this Security, and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed due and delivered to the Trustee, punctual performance and observance of all the obligations of the covenants and conditions of this Security to be performed by the Company under and shall have provided for conversion rights, if applicable, in accordance with the Notes provisions of Article 8 hereof, and this Indenture; (ii2) immediately after giving effect to such transaction, no Default or Event of Default has Default, shall have occurred and is be continuing; and (iii) if so requested by . For purposes of the Trusteeforegoing, the Company shall have delivered transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Trustee any Officers’ Certificate and Opinion of CounselCompany or another Subsidiary), each stating that such consolidation, merger, conveyance, transfer or lease andwhich, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company Company, shall be discharged from its obligations, under deemed to be the Notes transfer of all or substantially all of the properties and this Indentureassets of the Company.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) SECTION 7.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company will notmay consolidate with, in a single transaction or a series sell, lease, transfer, convey or otherwise dispose of related transactionsall or substantially all of its assets to, consolidate with or merge with or into any other Person, or sellprovided however, conveythat in any such case, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i1) either (a) the Company shall be the continuing corporation corporation, or (b) the resulting, surviving or transferee Person (if other than the Company) shall be formed by such consolidation or into which the Company is merged or the Person (if other than a Subsidiary of the Company) that acquires or leases the Company's assets substantially as an entirety is a corporation or limited liability company organized and existing under the laws of the any United States jurisdiction and expressly assumes the due and punctual payment of Americathe principal of (and premium, if any) and any State thereof or the District of Columbia interest (the “Successor Company”)including Liquidated Damages, and such Successor Company shall expressly assume, by an indenture supplemental if any) payable pursuant to this Indenture on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company and shall have provided for conversion rights, if applicable, in a form reasonably accordance with the provisions of Article 12 hereof, by supplemental indenture, complying with Article 8 hereof, satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes Trustee by such corporation and this Indenture; (ii2) immediately after giving effect to such transaction, no Default or Event of Default has Default, shall have occurred and is be continuing; and (iii) if so requested by . For purposes of the Trusteeforegoing, the Company shall have delivered transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Trustee any Officers’ Certificate and Opinion of CounselCompany or another Subsidiary), each stating that such consolidation, merger, conveyance, transfer or lease andwhich, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company Company, shall be discharged from its obligations, under deemed to be the Notes transfer of all or substantially all of the properties and this Indentureassets of the Company.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (i) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default has occurred and is continuing; and (iii) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 1.10 1.11 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) In the event of any transaction described in and complying with the conditions listed in Section 1.10(a1.11(a) in which the Company is not the continuing corporation, the Successor Company formed or remaining shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations, under the Notes and this Indenture.